Jalen Whitlow took a seat on the bench and took a deep breath. His jersey was no longer blue and white, but a Rorschach of greens left over from the turf at Commonwealth Stadium.

"I was just trying to get myself together," the freshman quarterback said. "It was a mental thing. It's all mental. I kind of lost it for a minute."

He also had it together for a while. Whitlow entered the game when quarterback Maxwell Smith was injured on the second offensive play for Kentucky and helped the Wildcats build a 17-7 over South Carolina by halftime.

That was as far as he could carry them, though. No. 6 South Carolina (5-0, 2-0 Southeastern Conference) shut Kentucky (1-4, 0-2 SEC) out in the second half and pulled away to secure a 38-17 win. Whitlow completed 12 of 23 passes on the night for 114 yards while scrambling for 53 yards and a touchdown, but also lost 47 yards on six sacks and had two interceptions.

"I kept telling him over and over and over, 'Your main job is to run the team and take care of the football. Run the team and take care of the football,'" offensive coordinator Randy Sanders said. "I thought for most of the game, he did a decent job of that."

Whitlow and the Wildcats had the Gamecocks on the ropes in the second quarter, when Kentucky recovered a botched South Carolina snap 10 yards away from the end zone with a minute left before half time and a 10-point lead. A touchdown would have put UK up 17 points.

Three plays later, Whitlow fumbled the ball. Kentucky recovered, but was forced to watch the clock wind down without any timeouts. Instead of potentially extending their lead to three possessions, they walked away without scoring.

That was the closest UK would get to scoring the rest of the way. Kentucky had just 70 yards of offense in the second half as the South Carolina defense adjusted to Whitlow's freewheeling style.

The South Carolina offense roared back behind tailback Marcus Lattimore. He had just five carries for 12 yards in the first half, but had 18 carries for 108 yards and two touchdowns after the break. South Carolina, in the thick of the SEC East race and facing a date with No. 5 Georgia next week, started slow before scoring the final 31 points of the game.

"We'll talk about Georgia next week," South Carolina coach Steve Spurrier said. "I'd like to talk about beating Kentucky. It wasn't as easy as a lot of people thought. It was a very difficult game."

Sanders estimated earlier in the week that he'd feel comfortable calling 10 percent of the playbook with Whitlow on the field. For the second straight year, he was forced to play with a true freshman at quarterback against an SEC opponent when his starter was knocked out. Whitlow's only significant action before Saturday came in garbage time in Kentucky's 38-0 loss at Florida a week ago, when he went 1-6 passing for 12 yards.

The first half was one of the Wildcats' strongest performances this year, though. South Carolina was stuffed on fourth-and-one on the goal line early before Whitlow led a 94-yard drive. The Gamecocks' disjointed offense went to the locker room with 108 total yards, trailing by their largest margin all season.

Kentucky couldn't hold them forever, though.

"You've got to do it for 60 minutes," Phillips said. "We did it for 35 minutes. Then they took over and took the momentum. We never got it back."

Sanders gathered his young quarterback as the final minutes of the game ticked away. He spoke to him face to face and not through a headset. The game was all but over, but it was just the beginning for Whitlow.

"There were a lot of messages being sent," Sanders said. "During the game is not a time to get on a guy too much, but there will be a lot of great lessons to learn from tonight for him. Hopefully a lot of the things I've been telling him and a lot of the things I've been trying to get him to understand, he'll understand a lot better."

Injury Report

Smith did not return to the game after his left ankle was injured on the second play. X-rays were negative, though he spent the second half on crutches on the sidelines. His status will be evaluated on Sunday.

Junior safety Dakotah Tyler injured his knee and did not return. Redshirt freshman guard Zach West injured his shoulder. Junior tailback Raymond Sanders suffered a knee injury. More will be known about their conditions on Sunday.

Game Notes--For the second time in as many years and the third time in four years, Kentucky was forced to turn to a true freshman at quarterback seeing his first significant action in an SEC game. Whitlow completed 12 of 23 passes for 114 yards with two interceptions while rushing for six yards and a touchdown against the Gamecocks.

In his freshman debut, Morgan Newton completed 5 of 13 passes for 39 yards while rushing for 15 yards and a touchdown in Kentucky's 21-14 win over Auburn in 2009. He started the game after Mike Hartline was injured the previous week, but Sanders said there was a big difference in Whitlow's debut and Newton's.

"We didn't have Randle to snap to in the Wildcat (this week)," Sanders said. "Morgan had the great benefit of having that option for his offense. It was a difficult situation the guys were put into. I thought they competed."

Smith went 26-33 for 174 yards in the Wildcats' 28-16 loss to Mississippi State as a freshman last year after Newton was injured early in the game.

--Attendance for Saturday's game was announced as 49,810, the second game this season with fewer than 50,000 at Commonwealth Stadium. Since Phillips became head coach in 2010, there have been two games with more than 70,000 in attendance and two games with less than 50,000. There were 48,346 fans to see Kentucky's win over Kent State earlier this year. Attendance was announced as 70,776 for Phillips' third home game, against Auburn in 2010, and 70,884 against Georgia later that year. Kentucky hasn't had a home game with more than 70,000 in attendance since Phillips' first season.

--Junior defensive tackle Tristian Johnson, starting in place of Mister Cobble, had his first career sack. He also had six tackles Senior defensive end Collins Ukwu, who had just 2.5 sacks in an injury-plagued junior year, had .5 sacks on Saturday and now has three sacks on the season Sophomore linebacker Alvin Dupree had 1.5 sacks on the night, the first multi-sack performance of his career.

--Lattimore entered the game with the all-time touchdown record in South Carolina history, and he extended that lead with two more scores against the Wildcats. In just his third year, he now has 38 career touchdowns. He also moved into eighth place on the Gamecocks' all-time rushing list thanks to his 10th career 100-yard game.

--South Carolina now has an 11-game winning streak against SEC East rivals. The last time South Carolina lost to a team from the East was when they lost 31-28 in Lexington on Oct. 16, 2010. The Gamecocks are 5-0 for the first time since 2001, when they finished 9-3 under Lou Holtz.